aTyr Pharma, Inc. 3545 John Hopkins Court, Suite #250 San Diego CA 92121 Phone ###-###-#### Fax ###-###-####

Chief Business Officer

San Diego, CA

Full-Time, Exempt.  This means you are paid for the job and not by the hour.  Accordingly, you will not receive overtime pay if you work more than 8 hours in a work day or 40 hours in a workweek.

John D. Mendlein, Ph.D., Executive Chairman and CEO

$15,625.00 semi-monthly (which equals $375,000.00 per year) less applicable withholdings, paid in accordance with Company’s normal payroll practices during your Full-Time employment.  Future adjustments in compensation, if any, will be made by the Company in its sole and absolute discretion.

You will be offered a one-time sign-on bonus in the amount of $25,000.00 to be paid at the time of your relocation.  This sign-on bonus will be subject to repayment to the Company if you voluntarily resign or are terminated by the Company for cause within one year of your relocation (to be further defined under “Relocation”).

Your annual target bonus will be 40% of your base salary based upon the achievement of your individual goals, the achievement of team goals and the achievement of corporate goals.  Your annual target bonus is subject to review and approval by the aTyr Board of Directors or Compensation Committee of the Board of Directors.

As promptly as practicable after commencement of your employment with the Company, and subject to approval by the Board of Directors (or the Compensation Committee of the Board of Directors), you will be granted an option to purchase 153,000 shares of the Common Stock of the Company (the “Option”) pursuant to the Company’s 2015 Stock Option and Incentive Plan (the “aTyr Plan”).  Subject to your continued full-time employment with the Company, the shares subject to the Option shall vest over a four (4) year period from your employment start date, with a one (1) year cliff, such that one-fourth (1/4) of the shares subject to the Option shall vest on the first year anniversary of your employment start date and the remainder of the shares shall thereafter vest in equal monthly installments over the subsequent three (3) years.  The exercise price per share of the Option shall be determined based on the closing price of the Common Stock as reported on NASDAQ on the effective date of the grant.  The specific terms and conditions of your Option will be subject to the terms of the aTyr Plan, as well as the terms set forth in a Stock Option Agreement between you and the Company.

In addition, subject to approval by the Board of Directors (or the Compensation Committee of the Board of Directors),  you will be granted an option for 10,750 shares of Common Stock of the Company pursuant to the aTyr Plan (the “Trigger Option”).  Subject to your continued employment with the Company, the shares subject to the Trigger Option will begin to vest upon the achievement of certain performance goals consistent with options previously granted to the Company’s senior management team, which must be achieved within two years of the grant date.  At that time, the four (4) year vesting schedule (the “Time-Based Vesting”) will begin at a monthly rate.  The specific terms and conditions of this option will be subject to the terms of the aTyr Plan, as well as terms set forth in the Stock Option Agreement between you and the Company.

Both the Option and the Time-Based Vesting with respect to the Trigger Option shall be subject to full acceleration in the event you are terminated by the Company without Cause or resign for Good Reason within two months prior to and twelve months following a Sale Event (as such capitalized terms are defined in the aTyr Plan).

Subject to final approval by the Compensation Committee, you will be eligible for aTyr’s Executive Severance Policy.  This policy will include severance provisions for “Not for Cause” separations as well as “Change in Control” separations.  The specifics of the plan will be provided to you.

The Company shall reimburse you for the reasonable, out of pocket expenses that you incur in connection with relocating from New York to the San Diego area, up to a maximum amount of (i) $30,000 with respect to items that would not be included as taxable income and (ii) $96,000 (this amount includes gross-up tax costs) with respect to items that would be included as taxable income, with such amounts in clause (ii) to be paid in 2 lump sums, upon commencement of your employment with the Company and upon your relocation to the San Diego area.  Any such reimbursement is subject to your submission of documentation sufficient to substantiate any such expenses and compliance with the Company's expense reimbursement policies and procedures.  Notwithstanding the foregoing, no such reimbursement shall be payable later than the end of the calendar year after the calendar year in which you incurred the expense.  In the event that your employment with the Company is terminated by the Company for cause or you voluntarily resign, in any event within one year after the date that you relocate, you shall no longer be eligible for any such reimbursements and you shall repay to the Company any relocation expenses previously reimbursed by the Company.

For purposes of this letter, your relocation shall be deemed complete on the date you provide the Company written confirmation of your new residence in the San Diego area.

You will be entitled to receive standard medical, life and dental insurance benefits for yourself and your dependents in accordance with Company policy.  Company reserves the right to change or eliminate these benefits on a prospective basis at any time.

You will be eligible to participate in the aTyr Pharma, Inc. 401(k) Savings Plan immediately following the start of your employment.  

You will be entitled to accrue 15 days of vacation per year as a Full-Time employee.  You will have 6 days of sick time available each year.

You will be eligible for aTyr’s paid holidays.  The schedule is published prior to the beginning of each calendar year.

Your employment will be at-will, which means it may be terminated at any time by you or the Company for any reason, with or without cause,

and that your employment is not for any specific period of time.  Any change to the at-will employment relationship must be by a specific, written agreement signed by you and the Company’s Chief Executive Officer.

Monday, November 16, 2015 or a mutually agreed upon date.